Current Report Filing (8-k)
April 10 2017 - 4:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 4, 2017
THEMAVEN, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
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1-12471
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68-0232575
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2125 Western Avenue, Suite 502 Seattle, WA
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98121
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: 775-600-2765
5048 Roosevelt Way, NE
Seattle, WA 98105
(Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction .2.
below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry Into a Material Definitive Agreement.
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The disclosure under Item 3.02 is incorporated
herein by reference to the extent required.
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Item 3.02
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Unregistered Sales of Equity Securities.
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On April 4, 2017, theMaven, Inc. (the “
Company
”)
closed on securities purchase agreements (the “
Purchase Agreement
”) with 25 purchasers (the “
Investors
”),
which provided for the sale by the Company of an aggregate of 3,765,000 shares of common stock of the Company, par value $0.01
per share (the “
Common Stock
”), at a price of $1.00 per share (the “
Offering
”).
The Company paid to MDB Capital Group LLC (the
“
Placement Agent
”), in consideration for its services as placement agent for the Offering, $188,250 and
issued to the Placement Agent 162,000 shares of Common Stock.
Pursuant to the Purchase Agreement, the Company
has agreed to indemnify the Investors for liabilities arising out of or relating to (i) any breach of any of the representations,
warranties, covenants or agreements made by the Company in the Purchase Agreement or related documents or (ii) any action
instituted against an Investor with respect to the Offering, subject to certain exceptions. The Purchase Agreement also contains
customary representations and warranties and covenants of the Company and was subject to customary closing conditions.
In addition, the Company entered into a registration
rights agreement (the “
Registration Rights Agreement
”) with the Investors, dated April 4, 2017, pursuant
to which the Company agreed to register for resale by the Investors the shares of Common Stock purchased by the Investors pursuant
to the Purchase Agreement. The Company is also committed to register the 162,000 shares issued to the Placement Agent. The Company
has committed to file the registration statement no later than 45 days after the Closing and to cause the registration statement
to become effective no later than the earlier of (i) seven business days after the SEC informs the Company that no review
of the registration statement will be made or that the SEC has no further comments on the registration statement or (ii) July
30, 2017. The Registration Rights Agreement provides for liquidated damages upon the occurrence of certain events, including the
Company’s failure to file the registration statement or cause it to become effective by the deadlines set forth above. The
amount of liquidated damages payable to an Investor would be 1% of the aggregate amount invested by such Investor for each 30-day
period, or pro rata portion thereof, during which the default continues, up to a maximum amount of 7.5% of the aggregate amount
invested by such Buyer pursuant to the Purchase Agreement.
The shares of Common Stock issued in the Offering
and to Placement Agent were offered and sold exclusively to accredited investors in a transaction exempt from registration under
the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering, pursuant
to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Investors
and the Placement Agent represented their intentions to acquire the securities for investment only and not with a view to or for
sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates and Agent Warrant
issued at the Closing. The offer and sale of the securities were made without any general solicitation or advertising.
The foregoing summaries of the Purchase Agreement,
the Registration Rights Agreement and the Agent Warrant are qualified in their entirety by reference to the full text of the agreements,
which are attached as Exhibits 10.1, 10.2 and 10.3 hereto and are incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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10.1
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Securities Purchase Agreement, dated April 4, 2017 between
the Registrant and the Investors listed on the schedule of buyers attached thereto.
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10.2
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Registration Rights Agreement, dated April 4, 2017, between
the Registrant and the Investors party thereto.
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99.1
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Press Release issued by the Registrant dated April 10,
2017.
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